Dear Members,
Your Directors have pleasure in presenting the 44th Annual
Report together with Audited Financial Statements of the Company for the year ended 31st
March, 2025.
|
Financial Year |
| Financial Results |
2024-25 |
2023-24 |
|
( Rsin lakhs) |
| Profit before Interest and Depreciation |
3,566.53 |
1210.30 |
| Less : Interest |
1,185.22 |
1140.47 |
| Profit before Depreciation |
2,381.31 |
69.83 |
| Less : Depreciation |
1,435.44 |
1483.05 |
| Profit before Tax |
945.87 |
(1413.22) |
| Less : Provision for Income Tax |
|
|
| - Taxation for earlier years / MAT Credit Written O_ |
176.28 |
631.89 |
| - Deferred Tax Liability (Net) |
(408.75) |
(936.71) |
| Profit after Tax |
1,178.34 |
(1108.40) |
| Add : Other comprehensive income/(Loss) |
42.74 |
(36.26) |
| Total comprehensive income/(Loss) for the Year |
1,221.08 |
(1144.66) |
DIVIDEND
The Board has recommended a dividend of 0.60/-per share (6% on face
value of 10/-each) for the financial year 2024-25.
REVIEW OF OPERATIONS
The Company's turnover from sale of goods and services is
32,238.16 Lakhs during the year compared to
33,440.63 Lakhs in the previous year. During the year under review,
the spinning unit produced 3,313.05 tonnes (6,101.52 tonnes) of yarn. The spinning unit
sold 3,329.92 tonnes (6,291.43 tonnes) of yarn and out of which exports accounted for
50.81 tonnes (168.46 tonnes). Further, during the year under review, the Company sold
1,332.66 tonnes (2,220.28 tonnes) of waste cotton of which exports accounted for nil
tonnes (330.62 tonnes).
The Wind Mills, with aggregate installed capacity of 13.195 MW
generated 98.98 lakh units of Wind Electricity as against 107.50 lakh units in the last
year. The entire power generated by Wind Mills was utilized captively at the spinning
unit. Your Company is continuously putting efforts to widen the Product Mix under
Technical Textile segment.
PRESENTATION OF FINANCIAL STATEMENTS
The financial statements for the year ended 31.03.2025 has been
prepared in accordance with the Indian Accounting Standard (IndAS) notified under section
133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and other
applicable provisions.
Consolidated Financial Statements pertaining to it's Associate
M/s. L K Distributors Private Ltd is attached elsewhere with this report. Form AOC-1
containing salient features of Associate Company is also attached with this Annual Report.
The Associate Company (M/s. L K Distributors Private Ltd) is engaged in wind power
generation has produced 42.14 lakh units during the year under review which has been fully
consumed by M/s. Shiva Texyarn Ltd.
PROSPECTS FOR THE CURRENT YEAR
Your Company has started concentrating on the manufacture of _ner
counts of yarn. The Company has secured significant orders from the Government of India,
Ministry of Defence for the supply of 26,574 sets of Extreme Cold Weather Clothing System
(Suit) which will be supplied from October'24 till January'26 (Out of which,
10,000 sets have been already delivered during the year under review). Further, an order
for the supply of 16,000 pairs of NBC Suit Permeable M K V has received from Department of
Military Affairs, Indian Airforce and the same will be supplied between January'25 to
August'25. Also, an order has been received from Department of Military Affairs,
Indian Airforce for the supply of NBC Haver Sack MK - II 21,333 pieces which will be
supplied from January'25 to January'26.
MATERIAL CHANgES AND COMMITMENTS, IF ANY AFFECTINg THE FINANCIAL
POSITION OF THE COMPANY
No such changes during the period under review.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any
amount to General Reserves.
SHARE CAPITAL
During the year under review there were no changes in the capital
structure of the Company.
TRANSFER OF UNCLAIMED DIVIDEND / SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND
The Company has transferred the unclaimed dividend and shares
pertaining to the financial year 2016-17 to the Investor Education and Protection Fund
Authority (IEPF) and the details are hosted in the website of the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to the sub-section (3) of Section 92 of the Companies Act,
2013, Annual Return for Financial Year ended on 31st March 2025, is posted on
the website of the Company viz., https://www.shivatex.in/shares/annual-returns/.
BOARD MEETINgS
During the year under review, four Board Meetings of the Company were
conducted. The details of the same have been given in the Corporate Governance Report
under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, forming part of this Report.
SECRETARIAL STANDARDS
During the year under review, your Company has complied with all the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
from time to time.
DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134 (5) of the Companies Act, 2013 your
Directors confirm that: a) Your Directors have followed the applicable accounting
standards in the preparation of the annual accounts, with proper explanation relating to
material departures; b) Your Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period; c) Y our
Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities; d) Your Directors
have prepared the annual accounts on a going concern basis; e) Your Directors have laid
down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and f)
Your Directors have devised proper system to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
DIRECTORS
Dr. S V Kandasami, Director (DIN:00002470) is required to retire by
rotation at the ensuing Annual General Meeting, he is eligible for re-appointment and
seeks re-appointment.
The Board of Directors at their meeting held on 24.05.2024 has
appointed Sri. Jayaram Govindarajan (DIN:02178416) as an Independent Director of the
Company for a period of 5 years w.e.f 24.05.2024 to 23.05.2029 which has been approved by
the members of the Company in their meeting held on 21.08.2024.
The members of the Company at their meeting held on 21.08.2024 has
approved the re-appointment of Sri A Dhananjayan (DIN:08043947) and Sri D Satish Krishnan,
(DIN:00052973) as Independent Directors of the Company for a second term of five
consecutive years effective from 29.05.2024 till 28.05.2029.
The second tenure of office of Sri S Marusamy (DIN:00610091) as a
Non-Executive Independent Director of the Company ended on 24.08.2024. Sri S Marusamy was
associated with the Company since 2006 and he was appointed as a Non-Executive Independent
Director of the Company for a term of two consecutive five years w.e.f. 25.08.2014 to
24.08.2024. Sri S Marusamy has always been of great support to the Board. The Board placed
on record its gratitude and appreciation for the valuable services rendered by Sri S
Marusamy during his tenure of office. Sri S K Sundararaman, Managing Director of Shiva
Texyarn Ltd is eligible for a commission of 5% on the net profits of the Company. He is
also holding the position of Managing Director in M/s. Vedanayagam Hospital Private Ltd
(Holding Company) without any remuneration.
The Company has obtained a Certificate from Sri R Dhanasekaran, Company
Secretary in Practice, certifying that none of the Directors on the Board of the Company
have been debarred / disqualified from being appointed or continuing as Directors of the
Company by the Board / Ministry of Corporate Affairs or any such statutory authority.
DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013,
and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015.
ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17
(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Independent Directors at their meeting without participation of non-Independent Directors
and management, considered and evaluated the Boards' performance, performance of the
Chairman and Managing Director. The Board has carried out an annual evaluation of its own
performance and performance of the individual Directors as well as the Committees of
Directors.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of the following members:-
| 1. Sri A Dhananjayan - |
Chairman (Non- Executive Independent Director) |
| 2. Sri D Satish Krishnan - |
Member (Non- Executive Independent Director) |
| 3. Sr i S K Sundararaman - |
Member (Managing Director) and |
| 4. Smt. V Bhuvaneshwari - |
Member (Non- Executive Independent Director) |
The Board has implemented the suggestions, if any, made by the Audit
Committee from time to time.
PARTICULARS OF LOANS, gUARANTEES OR INVESTMENTS
The Company has not granted any loans or guarantees governed under the
provisions of Section 186 of the Companies Act, 2013. The details of the investments made
by Company are given in the notes to the financial statements.
ESTABLISHMENT OF VIgIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism for Directors and
employees to report concerns about unethical behaviour, actual or suspected fraud or
violation of the Company's code of conduct or ethics. The policy has been posted in
the website of the Company viz., https://www.shivatex.in/shares/595/policies/.
COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
Your Company is covered under the provisions of Section 178(1) of the
Companies Act, 2013. The Board of Directors have framed a policy setting out the framework
for appointment and payment of remuneration to Directors, Key Managerial Personnel and
Senior Management Personnel of the Company. The policy is explained as part of the
Corporate Governance Report. The Nomination and Remuneration Committee ensures that:
1. The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company successfully
2. Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks and Charter on Nomination and Remuneration can be
accessed at Company's website https://www.shivatex.in/ shares/129/policies/.
PARTICULARS OF CONTRACTS AND ARRANgEMENTS & RELATED PARTY
TRANSACTIONS
All related party transactions entered during the financial year were
in the ordinary course of business and on arm's length basis. Form AOC-2 is annexed
elsewhere in this annual report. Further no materially significant related party
transactions were made by the Company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of the company at
large. Approval of Audit Committee was obtained for transactions of repetitive nature on
annual basis. All related party transactions are placed before the Audit Committee and
Board of Directors for their review. The policy on Related Party Transactions is available
in the website https://www.shivatex.in/shares/542/policies/.
CERTAIN ADDITIONAL INFORMATION AND DETAILS REqUIRED AS PER RULE 8(5) OF
THE COMPANIES (ACCOUNTS) RULE, 2014, ARE FURNISHED HEREIN BELOW:
| articulars |
Remarks |
| i The Financial summary or highlights |
The details are furnished at the beginning of the
Director's Report |
| ii The change in the nature of business, if any |
There was no change in the nature of principal business of
the Company during the financial year ended 31st March 2025. |
| iii The details of Directors or Key Managerial Personnel |
Sri Jayaram Govindarajan (DIN:02178416) was who were
appointed or have resigned during the appointed as an Independent Director of the year
Company w.e.f 24.05.2024. |
| iii.a. A Statement regarding opinion of Board with regard to
integrity, expertise and experience (including the pro_ciency) of the Independent
Directors appointed during the year |
Sri Jayaram Govindarajan (DIN:02178416) was appointed as an
Independent Director of the Company on 24.05.2024 and the Board is of the opinion that he
meets the criteria of integrity, expertise and relevant experience (including the
pro_ciency) for appointment. |
| iv The names of companies which have become or ceased to be
its Subsidiaries, Joint Ventures or Associate Companies during the year |
NIL |
| v The details relating to deposits, covered under |
Remarks |
| Chapter V of the Act |
a. Accepted during the year Nil Remained unpaid or unclaimed |
|
b. Nil as at the end of the year |
|
Whether there has been any default in repayment of deposits
or payment of interest thereon |
|
c. during the year and if so, number of such cases and the
total amount involved |
|
i_ At the beginning of the year |
|
ii) Maximum during the year Nil |
|
iii) At the end of the year |
| vi The details of deposits which are not in compliance with
the requirements of Chapter V of the Act. |
Not Applicable |
| vii The details of significant and material orders passed by
the regulators or courts or tribunals impacting the going concern status and
company's operations in future |
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status and the Company's
operation in future. |
| viii The details in respect of adequacy of internal controls
with reference to the Financial Statements |
The Company has an Internal Control System, commensurate with
the size, scale and complexity of its operations. The Company has appointed an |
|
Internal Auditor as required under Section 138 of the
Companies Act, 2013. The scope and authority of the Internal Audit function is reviewed by
the |
|
Audit Committee from time to time. To maintain its
objectivity and independence, the Internal Auditor directly reports to the Audit
Committee. |
|
Based on the report of internal audit function, corrective
actions are taken in the respective areas to further strengthen the internal controls.
Significant audit observations and recommendations along with corrective actions thereon
are presented to the Audit Committee of the Board, if any. |
| ix Maintenance of cost records under sub-section (1) of
Pursuant to the provisions of Section 148(1) of the section 148 of the Companies Act, 2013 |
Companies Act, 2013 read with Companies (Cost Records and
Audit) Rules, 2014, the Company was required to maintain cost records. Accordingly, the
required accounts and cost records are duly made and maintained by the company during the
year under review. |
| x A statement that the Company has complied The Company has
constituted Internal Complaints with the provisions relating to the constitution of
Committee and has in place an Anti-Sexual Harassment Internal Complaints Committee under
the Prohibition & Redressal) Act, 2013 |
Sexual Policy as stipulated under The Sexual Harassment of
Harassment of Women at Workplace (Prevention, Women at the Workplace (Prevention,
Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up
to redress complaints for sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. |
| xi. The details of application made or any proceedings
pending under the Insolvency and Bankruptcy Code 2016 during the year along with their
status as at the end of the financial year |
Not Applicable |
| xii. The details of difference between amount of the
valuation done at the time of one-time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof |
Not Applicable |
CORPORATE gOVERNANCE
In line with requirements of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 your Company is committed to the principles of
good Corporate Governance and continues to adhere good corporate governance practices
consistently.
A separate section is given on Corporate Governance, Management
Discussion and Analysis along with a certificate from the Practicing Company Secretary
regarding compliance with conditions of Corporate Governance, as stipulated under
Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 which forms part of this Annual Report.
AUDIT ORS
As per Section 139 of the Companies Act, 2013 M/s. VKS Aiyer & Co.,
Chartered Accountants, Coimbatore (Firm Registration No. 000066S) were appointed as
Statutory Auditors of the Company for a term of 5 consecutive years in the 41st
Annual General Meeting held on 12.09.2022 and will hold office up to 46th
Annual General Meeting without requirement of further rati_cation every year as per the
provisions of Companies (Amendment), Act, 2017.
DETAILS OF FRAUDS REPORTED BY AUDITORS
There were no frauds reported by the Statutory Auditors under the
provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder during
the year under review.
No adverse qualifications/comments have been made by the Statutory
Auditor's Report during the year under review.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), Regulation
2015, the Board has recommended the appointment of Sri. R Dhanasekaran, Practicing Company
Secretary as a Secretarial Auditor of the Company for a period of five consecutive years
w.e.f 01.04.2025 to 31.03.2030 and a suitable resolution as set out in the notice is being
placed before the shareholders for their approval. The Secretarial Audit report is
attached herewith as Annexure – I. No adverse qualifications/comments have been made
in the said report by the Practicing Company Secretary.
The Certificate of non-disqualification of Directors pursuant to
Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 are attached with this report.
COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules 2014 as amended from time to time, the Board of
Directors, on the recommendation of Audit Committee, have appointed Sri M Nagarajan, Cost
Accountant, Coimbatore as Cost Auditor to conduct Cost Audit of the Company for the
financial year 2025-26 with remuneration. As required under the Companies Act, 2013, a
resolution seeking members' approval for the remuneration payable to the Cost Auditor
forms part of the Notice convening Annual General Meeting.
INTERNAL AUDITOR
The Company has appointed M/s. B.M Associates, Chartered Accountants as
Internal Auditor to conduct the internal audit of the Company and the Audit Committee, in
consultation with Internal Auditor formulate the scope, functioning, periodicity for
conducting Internal Audit.
STATEMENT ON RISK MANAgEMENT POLICY
Your company is not required to constitute a Risk Management Committee
as per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (only applicable to top 1000 listed entities based on the market
capitalization as on 31.03.2024). Pursuant to Section 134(3) (n) of the Companies Act,
2013, the Company have a Risk Management Policy including identification therein of
elements of risk, if any, which in the opinion of the Board may threaten the existence of
the Company.
Company's Risk Management Policy can be accessed at Company's
website https://www.shivatex.in/shares/130/ policies/.
CSR INITIATIVES AND COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE
The Company has constituted Corporate Social Responsibility Committee
(CSR), which shall recommend to the Board, the activities to be undertaken by the Company
as specified in schedule VII of the Companies Act, 2013, recommend the amount of
expenditure to be incurred on such activities and monitor the CSR policy of the Company.
The CSR provisions are not applicable to the Company for the financial
year 2024-25 and hence the spending towards CSR Obligation does not arise.
Corporate Social Responsibility Committee constituted by the Board with
effect from 21.05.2014, presently comprised of the following Directors.
| 1. Dr S V Kandasami |
Chairman |
| 2. Smt. S Sujana Abirami |
Director |
| 3. Sri D Satish Krishnan |
Independent Director |
Company Secretary of the Company is the Secretary of this Committee.
Managing Director and Chief Financial Officer are attending the Committee as invitees. The
CSR activities and its related particulars are enclosed as Annexure II.
STATUTORY DISCLOSURES
I. C onservation of Energy and others
The particulars required to be included in terms of Section 134(3)(m)
of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st
March 2025 relating to Conservation of Energy, etc., is enclosed as Annexure III.
II. Remuneration of Directors and other details
The information required under Section 197(12) of the Companies Act,
2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and forming part of the Directors' Report for the year ended 31st
March 2025 is provided as Annexure IV to this report.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
During the year under review the human relations continued to be very
cordial. The Board of Directors wishes to acknowledge the contribution of the employees at
all levels of the organization.
ACKNOWLEDgEMENT
Your Directors acknowledge with gratitude the timely assistance and
help extended by the Bankers for having provided the required bank facilities. Your
Directors wish to place on record their appreciation of the contributions made by the
employees at all levels for the continued good performance of your company.
|
By Order of the Board |
| Coimbatore |
S V ALAGAPPAN |
| 22.05.2025 |
CHAIRMAN |
|
(DIN:00002450) |